Exhibit 99.1

 

SHARE PURCHASE AGREEMENT

THIS SHARE PURCHASE AGREEMENT (this "Agreement") is entered into as of December 7, 2018, between Nordic American Offshore Ltd., a Bermuda company (the "Company") and Scorpio Offshore Investments Inc., a Marshall Islands corporation (the "Buyer").

RECITALS

WHEREAS , the Company wishes to sell 11,754,748 newly issued common shares, par value $0.01 (the "Shares") to the Buyer, and the Buyer desires to purchase the Shares from the Company, on the terms and conditions contained herein.

NOW, THEREFORE , in consideration of the premises and the respective representations, warranties, covenants and agreements stated herein, the parties agree as follows:

ARTICLE I

DEFINITIONS

Capitalized terms used in this Agreement have the meanings specified in (a) the preamble, (b) the recitals, (c) Article I or (d) elsewhere in this Agreement, as the case may be:

" Business Day " means any day other than a Saturday, Sunday or other day on which banking institutions in New York, New York, the Netherlands and Monaco are authorized or obligated by law, regulation or executive order to close.

" Exchange Act " means the Securities Exchange Act of 1934, as amended.

" Facility Agreement " means the USD 150,000,000 Revolving Credit Facility agreement dated March 16, 2015 between the Company, Blue Power Limited, Nordic American Offshore (UK) Ltd., DNB Bank ASA, and the financial institutions listed in Part I of Schedule 1 therein and Part II of Schedule 1 therein.

" Governmental Body " means any (a) nation, state, county, city, town, village, district, or other jurisdiction of any nature, (b) federal, state, local, municipal, foreign, or other government, (c) governmental or quasi-governmental authority of any nature (including any governmental agency, branch, department, official, or entity and any court or other tribunal), (d) multinational governmental organization or body, or (e) body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power of any nature.

" Laws " means all statutes, treaties, codes, ordinances, decrees, rules, regulations, municipal bylaws, judicial or arbitral or administrative or ministerial or departmental or regulatory judgments, orders, decisions, rulings or awards, policies, certificates, codes, licenses, permits, approval, guidelines, voluntary restraints, inspection reports, or any provisions of such laws, including general principles of common law and equity and the requirements of all Governmental Bodies, binding or affecting the Person referred to in the context in which such word is used; and "Law" means any one of them.

" Lien " means, with respect to the Shares (whether the same is consensual or nonconsensual or arises by contract, operation of law, legal process or otherwise): (i) any mortgage, lien, security interest, pledge, attachment, levy or other charge or encumbrance of any kind thereupon or in respect thereof or (ii) any other arrangement under which the same is transferred, sequestered or otherwise identified with the intention of subjecting the same to, or making the same available for, the payment or performance of any liability in priority to the payment of the ordinary, unsecured creditors, and which under applicable law has the foregoing effect, including any "adverse claim" (as Section 8-102(a) of each applicable Uniform Commercial Code defines that term).

" Person " means any individual, firm, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization, government or agency or subdivision thereof or any other entity.

" SEC " means the Securities and Exchange Commission.

" Securities Act " means the Securities Act of 1933, as amended.

ARTICLE II

PURCHASE OF SHARES; CLOSING

Section 2.1            Purchase of Shares . Upon the terms and subject to the conditions of this Agreement, and on the basis of the representations and warranties hereinafter set forth, at the Closing, the Company shall sell, transfer, convey, assign and deliver to the Buyer, and the Buyer shall acquire and purchase from the Company, the Shares at a price per Share equal to $0.4254.  At or prior to the Closing, the Company shall deliver or cause to be delivered to the Buyer and the Buyer shall deliver or cause to be delivered to the Company duly executed copies of the Exclusivity and Standstill Agreement to which the Company, the Buyer and certain shareholders of the Company are party, duly executed by the Company as of the Closing Date.

Section 2.2            Closing . The closing of the transaction contemplated hereby (the "Closing") shall take place within five (5) days following the execution hereof or as otherwise agreed in writing by the Company and the Buyer at such time and place upon which the Buyer and the Company shall agree. The date on which the Closing is held is referred to in this Agreement as the "Closing Date." The parties need not be present in person at Closing, and documents may be delivered through counsel.

Section 2.3            Purchase Price . The aggregate Purchase Price (the "Purchase Price") payable to the Company for the Shares shall be Five Million United States Dollars ($5,000,000.00) representing a purchase price of $0.4254 per share, which is a twenty per cent (20%) discount to the trailing ten (10) day Bloomberg VWAP price for the period ending on December 4, 2018.

Section 2.4            Delivery . At the closing, the Company shall deliver the Shares against payment of the Purchase Price in immediately available funds.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company hereby represents and warrants to the Buyer as follows:

Section 3.1            Authorization . (a)  The Company has full corporate power and authority under its governing documents and has taken all necessary action to authorize it to execute and deliver this Agreement, to consummate the transactions contemplated herein and to take all actions required to be taken by it pursuant to the provisions hereof.

(b)            This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights generally and to the principles of equity (whether enforcement is sought in a proceeding in equity or at law).

(c)            The Company and each of its subsidiaries is an entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted.  Neither the Company nor any subsidiary is in violation nor default of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational or charter documents, and is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in a material adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of the Company and the subsidiaries, taken as a whole (a "Material Adverse Effect").

(d)            The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other Person in connection with the execution, delivery and performance by the Company of the transactions contemplated hereby other than (i) application(s) to each applicable trading market for the listing of the Shares for trading thereon in the time and manner required thereby, (ii) such filings as are required to be made under applicable state securities laws and (iii) such filings as have been made or will be made at or prior to the Closing Date.

Section 3.2            The Shares . (a) The Shares have been duly authorized and, when issued and delivered in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable, free and clear of all Liens, and the Shares are not and at Closing will not be subject to any agreements or understandings with respect to the voting or transfer of any of the Shares.

(b)            (i) The Company will have taken all steps necessary and satisfactory, in  the reasonable opinion of the Buyer, to ensure that, at the Closing, the Buyer shall not, as a result of the transactions contemplated by this Agreement, be prohibited from entering into a Business Combination (as defined in the By-Laws) or other transaction with the Company or any subsidiary of the Company at any time pursuant to Article 49 of the Company's amended and restated By-laws, (ii) there are no current, and at Closing there will not be any, outstanding subscriptions, options, convertible securities, warrants or calls or preemptive rights of any kind issued or granted by, or binding upon, the Company to purchase or otherwise acquire or to sell or otherwise dispose of the Shares or any interest in them, and (iii) there are no other share ownership restrictions or limitations except such restrictions set forth in the Facility Agreement and which restrictions have been waived or will be waived prior to the Closing.

 Section 3.3            Non-Contravention .   Neither the execution and delivery of this Agreement or any documents executed in connection herewith, nor the consummation of the transactions contemplated herein or therein, does or shall:

(a)            violate, conflict with, result in a breach of or require notice or consent under (i) any Law, (ii) the governing documents of the Company or (iii) any provision of any agreement or instrument to which the Company is a party;

(b)            contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of such transactions or to exercise any remedy or obtain any relief under, any Law to which the Company or the Shares is subject;

(c)            require notice to or consent of any Governmental Body; or

(d)            result in the imposition or creation of any Lien upon or with respect to the Shares.

Section 3.4            Validity . There is no investigation, claim, proceeding or litigation of any type pending or, to the knowledge of the Company, threatened, to which the Company is a party that (i) questions or involves the validity or enforceability of any of the Company's obligations under this Agreement or (ii) seeks (or reasonably might be expected to seek) (A) to prevent or delay the consummation by the Company of the transactions contemplated by the Agreement or (B) damages in connection with any such consummation.

Section 3.5            Litigation . There is no material investigation, claim, proceeding or litigation pending or, to the knowledge of the Company, threatened against the Company.

Section 3.6            Facility Agreement . Assuming the payment of the Purchase Price by the Buyer for the issuance of the Shares, the Company will have fulfilled all conditions for the Company to receive a waiver until February 6, 2019, for a breach of any financial covenant set out in Clause 23 and the Minimum Total Market Value Covenant set out in Clause 25.4 of the Facility Agreement, except in the case where the Company's liquidity falls below zero, in which case the Company shall procure that the Agent (as defined in the Facility Agreement), will give the investor shareholder five (5) Business Days' written notice with an opportunity to cure such breach before commencing any enforcement action. Such notice with opportunity to cure (if at all possible to cure) will also be given in the case of any breach of covenants other than such covenants as are waived according to the above.

Section 3.7            SEC Reports.   The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the "SEC Reports") on a timely basis.  As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing.  Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP"), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.

Section 3.8            Certain Fees .  No brokerage or finder's fees or commissions are or will be payable by the Company to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated by this Agreement, except for such fees and arrangements as are set forth in that certain engagement letter between the Company and Clarksons Platou Securities AS dated as of November 26, 2018.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE BUYER

The Buyer represents and warrants to the Company as follows:

Section 4.1            Authorization . The Buyer has full corporate and other power and authority under its governing documents, and the board of directors and shareholders have taken all necessary action to authorize, execute and deliver this Agreement, to consummate the transactions contemplated herein and to take all actions required to be taken by it pursuant to the provisions hereof or thereof, and this Agreement constitutes the valid and binding obligation of the Buyer, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights generally and to the principles of equity (whether enforcement is sought in a proceeding in equity or at law).

Section 4.2            Non-Contravention . Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated herein or therein, does or shall violate, conflict with or result in breach of, or require notice or consent under, any Law, the governing documents of the Buyer nor any provision of any agreement or instrument to which the Buyer is a party.

Section 4.3            Validity . There is no investigation, claim, proceeding or litigation of any type pending or, to the knowledge of the Buyer, threatened to which the Buyer is a party that (i) questions or involves the validity or enforceability of the Buyer's obligations under this Agreement or (ii) seeks (or reasonably might be expected to seek) (A) to prevent or delay the consummation by the Buyer of the transactions contemplated by this Agreement or (B) damages in connection with any such consummation.

Section 4.4            Status of the Buyer . The Buyer is an Accredited Investor (as defined in SEC rules), and the Buyer understand that the Shares will not have been registered and will constitute "restricted securities".

ARTICLE V

COVENANTS

Section 5.1            Conduct of Business Pending Closing . The Buyer and the Company agree that between the date of the execution of this Agreement and the Closing, the Buyer and the Company shall (i) conduct the business and maintain and preserve their assets in the ordinary course of business (ii) not cause the distribution of any dividends, and (iii) use their reasonable efforts to cause all of the representations and warranties in Article III hereof to continue to be true and correct.

Section 5.2            Further Assurances . The Company shall execute, acknowledge and deliver or cause to be executed, acknowledged and delivered to the Buyer such assignments or other instruments of transfer, assignment and conveyance, in form and substance reasonably satisfactory to the Buyer, as shall be necessary to vest in the Buyer all of the right, title and interest in and to the Shares issued to the Buyer by the Company pursuant to this Agreement, free and clear of all Liens, and any other document reasonably requested by the Buyer in connection with this Agreement.

Section 5.3            Governmental Filings . As promptly as practicable after the execution of this Agreement, each party shall, in cooperation with the other, file any reports or notifications that may be required to be filed by it under applicable law, if any.

Section 5.4            Consents . After the Closing, the Company shall use its best efforts to obtain any consents or approvals or assist in any filings required in connection with the transactions contemplated hereby that are requested by the Buyer and that have not been previously obtained or made.

Section 5.5            Public Announcements . Neither party shall without the prior approval of the other party, issue or permit any of its partners, shareholders, directors, officers, managers, members, employees or agents to issue any press release or other public announcement with respect to this Agreement or the transactions contemplated hereby, except as may be required by Law or the rules of the SEC or New York Stock Exchange.

Section 5.6            NYSE Listing .  The Company hereby agrees to use best efforts to maintain the listing of its common shares on the New York Stock Exchange, and concurrently with the Closing, the Company shall apply to list all of the Shares on the New York Stock Exchange.

Section 5.7            Registration Rights.   The Company hereby agrees that, within thirty (30) calendar days after the expiration of the Exclusivity Period, as such term is defined in the Exclusivity and Stand Still Agreement dated on or before the date hereto to which the Company and the Buyer are party, (the " Filing Deadline "), the Company will file with the SEC a registration statement registering the resale of all common shares of the Company owned by the Buyer as of such date (the " Registration Statement "), and the Company shall use its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof.

ARTICLE VI

CONDITIONS TO CLOSING

Section 6.1            Conditions to Obligations of the Buyer . The obligations of the Buyer to consummate the transactions contemplated herein are subject, at the option of the Buyer, to satisfaction of the following conditions:

(a)            Compliance . The Company shall have complied with its covenants and agreements contained herein, and the representations and warranties contained in Article III hereof shall be true and correct in all material respects (except those representations and warranties qualified by materiality shall be true and correct in all respects) on the date hereof and as of the Closing Date.

(b)            Share Certificates . After the Buyer pays the Purchase Price in cash, check or by wire transfer to a bank account identified by the Company, the Company shall issue a share certificate or initiate book-entry issuance in the name of Buyer evidencing the Shares, which certificate shall contain such legends (or the equivalent if such shares are held in book entry form) as the Company deems necessary or advisable to carry out the provisions of this Agreement.

(c)            Orders, etc . No action, suit or proceeding shall have been commenced or shall be pending or threatened, and no statute, rule, regulation or order shall have been enacted, promulgated, issued or deemed applicable to the transactions contemplated by this Agreement, by any Governmental Body or court that reasonably may be expected to prohibit consummation of the transactions contemplated by this Agreement.

(d)            Corporate Matters .  The Company shall (i) have received the resignation of Mr. Herbørn Hansson, effective as of not later than the Closing Date, from the position of Executive Chairman and director, and (ii)   have taken all appropriate steps in form and substance as are reasonably satisfactory to the Buyer to appoint to the Board of Directors Mr. Emanuele Lauro (as a Class A Director) and one other person to be named by the Buyer (as a Class C Director), and (iii) have named Mr. Emanuele Lauro as Executive Chairman.

(e)            Exclusivity and Standstill Agreement. The Company and certain shareholders of the Company shall have delivered the duly executed Exclusivity and Standstill Agreement dated on or before the date hereto to the Buyer.

(f)            Consents . All consents and approvals required to be obtained by the Company in connection with the execution, delivery and performance of this Agreement shall have been obtained.

(g)            Consents of the Lenders . The Lenders (as defined in the Facility Agreement) shall have consented to the revisions to or waiver of certain of the terms of the Facility Agreement as set forth in Appendix 1 hereto.

Section 6.2            Conditions to Obligations of the Company . The obligations of the Company to consummate the transactions contemplated herein are subject, at the option of the Company, to satisfaction of the following conditions:

(a)            Compliance . The Buyer shall have complied with its covenants and agreements contained herein, including but not limited to the payment of the Purchase Price, and the representations and warranties contained in Article IV hereof shall be true and correct in all material respects (except those representations and warranties qualified by materiality shall be true and correct in all respects) on the date hereof and as of the Closing Date.

(b)            Orders, etc . No action, suit or proceeding shall have been commenced or shall be pending or threatened, and no statute, rule, regulation or order shall have been enacted, promulgated, issued or deemed applicable to the transactions contemplated by this Agreement, by any Governmental Body or court that reasonably may be expected to prohibit consummation of the transactions contemplated by this Agreement.

(c)            Exclusivity and Standstill Agreement. The Buyer shall have delivered the duly executed Exclusivity and Standstill Agreement dated on or before the date hereto to the Company.

(d)            Consents . All consents and approvals required to be obtained by the Buyer in connection with the execution, delivery and performance of this Agreement shall have been obtained.

ARTICLE VII

TERMINATION

Section 7.1            Grounds for Termination . This Agreement may be terminated at any time prior to the Closing Date:

(a)            by the mutual written agreement of the Buyer and the Company;

(b)            by the Buyer if any of the conditions set forth in Section 6.1 hereof shall have become incapable of fulfillment and shall not have been waived by the Buyer;

(c)            by the Company if any of the conditions set forth in Section 6.2 hereof shall have become incapable of fulfillment and shall not have been waived by the Company;

(d)            by either party by written notice thereof to the other, if the Closing contemplated hereby shall not have been consummated on or before December 12, 2018, or such other date, if any, as the Buyer and the Company shall agree upon in writing; or

(e)            by the Buyer or the Company if the consummation of the transactions contemplated hereby would violate any nonappealable final order, decree or judgment of any court or Governmental Body having competent jurisdiction enjoining, restraining or otherwise preventing, or awarding substantial damages in connection with, or imposing a material adverse condition upon, the consummation of this Agreement or the transactions contemplated hereby; provided, however, that a party shall not be allowed to exercise any right of termination pursuant to this Section 7.1 if the event giving rise to such termination right shall be due to the negligent or willful failure of the party seeking to terminate this Agreement to perform or observe in any material respect any of the covenants or agreements set forth herein to be performed or observed by such party.

ARTICLE VIII

GENERAL PROVISIONS

Section 8.1            Effectiveness of Agreement . This Agreement shall become effective on the date first hereinabove written upon its execution by the respective authorized signatory of the Company and the Buyer.

Section 8.2            Entire Agreement . This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof. This Agreement may not be modified, amended or terminated except by a written instrument specifically referring to this Agreement and signed by all the parties hereto.

Section 8.3            Waivers and Consents . All waivers and consents given hereunder shall be in writing. No waiver by any party hereto of any breach or anticipated breach of any provision hereof by any other party shall be deemed a waiver of any other contemporaneous, preceding or succeeding breach or anticipated breach, whether or not similar. Except as provided in this Agreement, no action taken pursuant to this Agreement, including any investigation by or on behalf of any party, shall be deemed to constitute a waiver by the party taking such action of compliance with any representations, warranties, covenants or agreements contained in this Agreement.

Section 8.4            Assignments, Successors and No Third-Party Rights . No party may assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other party. Subject to the preceding sentence, this Agreement will apply to, be binding in all respects upon and inure to the benefit of the successors and permitted assigns of the parties.

Section 8.5            Choice of Law; Resolution of Disputes . This Agreement shall be governed by, and construed and enforced in accordance with, the substantive laws of the State of New York without regard to its principles of conflicts of laws. Any legal action or proceeding in connection with this Agreement or the performance hereof may be brought in the state and federal courts located in the Borough of Manhattan, City, County and State of New York, and the parties hereby irrevocably submit to the non-exclusive jurisdiction of such courts for the purpose of any such action or proceeding. The parties hereby irrevocably waive trial by jury in any action, proceeding or claim brought by any part hereto or beneficiary hereof on any matter whatsoever arising out of or in any way connected with this Agreement.

Section 8.6            Construction; Section Headings; Table of Contents . The language used in this Agreement shall be deemed to be the language the parties hereto have chosen to express their mutual intent, and no rule of strict construction will be applied against any party hereto. The section headings and any table of contents contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

Section 8.7            Severability . Any term or provision of this Agreement that is invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction. If any provision of this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only as broad as is enforceable.

Section 8.8            Counterparts . This Agreement may be executed in any number of counterparts, each such counterpart shall be deemed to be an original instrument, and all such counterparts together shall be deemed to be one and the same instrument.

[Signature Page Follows]

IN WITNESS WHEREOF , the undersigned have executed this Agreement as of the date first above written.

[ Signature Page to Share Purchase Agreement ]

Appendix 1

A waiver until February 6, 2019, of any breach of any financial covenant set out in Clause 23 and the Minimum Total Market Value Covenant set out in Clause 25.4 of the Facility Agreement, except in the case where the Company's liquidity falls below zero, in which case the Company shall procure that the Agent (as defined in the Facility Agreement), will give the investor shareholder five (5) Business Days' written notice with an opportunity to cure such breach before commencing any enforcement action.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit 99.2

EXCLUSIVITY AND STANDSTILL AGREEMENT

This EXCLUSIVITY AND STANDSTILL AGREEMENT (this " Agreement "), is made and entered into as of December 7, 2018 (the " Execution Date "), by and between Nordic American Offshore Ltd., a company incorporated under the laws of Bermuda (the " Company "), Scorpio Offshore Investments Inc., a company incorporated under the laws of the Republic of the Marshall Islands (together with its nominees and affiliates, " Scorpio "), and the shareholders of the Company identified on the signature pages hereto (the " Shareholders ").  The Company, Scorpio and the Shareholders are hereinafter sometimes referred to individually as a " Party " and together as the " Parties ".

In connection with the Company's consideration of a potential aggregate equity investment of not less than United States Dollars Forty Million ($40,000,000.00) by Scorpio or its nominee(s) in common shares of the Company (the " Transaction "), the Parties desire to enter into this Agreement.

In consideration of the covenants, terms and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1.            Exclusivity .  Until the earlier of (x) 5:00 p.m. New York City time on February 5, 2019 or (y) the execution of definitive documentation regarding the Transaction (such period of time, the " Exclusivity Period "), neither the Company nor the Shareholders will, nor will any of them authorize or permit any of their respective Representatives (as defined below) to, directly or indirectly, (i) initiate, solicit, or take any action to knowingly facilitate or encourage any inquiries, discussions, proposals or offers that may constitute, or could reasonably be expected to result in, an Alternative Transaction (as defined below), (ii) continue, propose, enter into, engage in or otherwise participate in any negotiations or discussions with any person or group of persons (other than Scorpio and its Representatives) regarding an Alternative Transaction, other than to notify such person or group of persons that such Party is contractually bound to forego any such discussions or negotiations, (iii) furnish any non-public information relating to or in connection with or afford access to the assets, business, properties, books or records or Representatives of the Company or its subsidiaries and other affiliates to any person or group of persons with respect to inquiries, discussions, proposals or offers that constitute, or could reasonably be expected to result in, an Alternative Transaction, or (iv) authorize, recommend, endorse, propose or enter into any confidentiality agreement, term sheet, letter of intent, purchase agreement or other agreement, arrangement or understanding relating to an Alternative Transaction.  Immediately upon execution of this Agreement, (a) the Company, the Shareholders and their respective Representatives shall cease and cause  any solicitations, discussions or negotiations with any person or group of persons (other than with Scorpio and its Representatives) that may be ongoing with respect to an Alternative Transaction to be terminated and (b) refrain from extending any data-room or other due diligence, including any document related, access to any person in connection with an Alternative Transaction.  If during the Exclusivity Period the Company or a Shareholder receives an offer or expression of interest concerning an Alternative Transaction, the receiving Party will promptly notify the other Parties in writing.  The Company and the Shareholders represent that neither it nor any of its affiliates is party to or bound by any agreement with respect to an Alternative Transaction other than under this Agreement.

As used herein, the term " Representative " shall mean, as to any person, such person's affiliates and its and their respective directors, officers, shareholders, managers, members, limited partners, employees, agents and professional advisors (including, without limitation, financial advisors, equity and debt financing sources, legal counsel and accountants).  As used in this Agreement, the term " person " shall be broadly interpreted to include, without limitation, the media and any corporation, general or limited partnership, limited liability company, joint venture, group, other entity or individual.

As used herein, the term " Alternative Transaction " means, unless mutually agreed otherwise, any (A) direct or indirect investment in any equity securities of the Company, (B) acquisition of any material assets of the Company or any of its subsidiaries (including, without limitation, any vessels or voting equity interests of such Party's subsidiaries), (C) merger, consolidation, other business combination or similar transaction involving the Company or its subsidiaries, and (d) any loan or extension of credit to or for the benefit of the Company or its subsidiaries, except if such transaction has been entered into with Scorpio's prior express written consent; in all cases of  (A)-(D) above where such transaction is to be entered into with any person or group of persons other than Scorpio or its nominee(s) or affiliates and whether conducted as a single transaction or a series of two or more transactions.

2.            Standstill . 

(a)          For the term of this Agreement as set forth in Section 7 hereof, each of the Company and each  Shareholder shall not and, to the extent acting on its behalf or with its approval, its respective Representatives shall not, directly or indirectly, and the Company and the Shareholders shall cause any person controlled by it not to, without the prior written consent of Scorpio, (i) in any manner acquire, agree to acquire or make any proposal to acquire, directly or indirectly, any securities, indebtedness or property of the Company or any of its subsidiaries or any derivative position linked to any securities of the Company;  provided, however, that the Shareholders shall be permitted to participate in any future equity offering involving the Company's securities pro-rata  and based on the number of ordinary shares of the Company held by them as of October 16, 2018, (ii) propose to enter into, directly or indirectly, any merger, consolidation, recapitalization, business combination, partnership, joint venture or other similar transaction involving the Company or any of its subsidiaries, (iii) during the Exclusivity Period, cause the Company to make any payment exceeding the amount of United States Dollars Two Hundred and Fifty Thousand ($250,000) or its equivalent in any other currency, in a single payment or a series of two or more payments, without the prior express written consent of Scorpio, provided, however , that nothing in this Section 2(a)(iii) shall be deemed to prohibit the Company from making a payment of United States Dollars One Million and Nine Hundred Thousand ($1,900,000) for partial repayment and permanent reduction of principal under the Company's existing revolving credit facility (iv) make, or in any way participate in, any "solicitation" of "proxies" (as such terms are used in the proxy rules of the U.S. Securities and Exchange Commission (the " SEC ")) to vote, or seek to advise or influence any person with respect to the voting of any voting securities of the Company or any of its subsidiaries, provided, however ,   that nothing herein shall be deemed to restrict the ability of the Shareholders to vote, or grant instructions to vote, ordinary shares of the Company held by them as of October 16, 2018 (record date for the Company's annual general meeting of shareholders to be held on December 11, 2018 (the " Annual Meeting ")) in accordance with the recommendation of the board of directors of the Company as set forth in the proxy statement relating to the Annual Meeting dated November 13, 2018 and filed with the U.S Securities and Exchange Commission on a Report on Form 6-K on November 13, 2018, and provided further, that nothing herein shall be deemed to prevent any Shareholder from voting, or granting instructions to vote, any ordinary or other voting shares of the Company in favor of any shareholder proposal, action or other matter on which ordinary shares of the Company are entitled to vote, in accordance with the recommendation of the Company's board of directors, where the Company's Executive Chairman voting with the majority in making such recommendation or with the prior written approval of Scorpio, (v) form, join or in any way participate in a "group" (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934) with respect to any voting securities of the Company or any of its subsidiaries except where such group consists solely of the Shareholders and Scorpio or its Representatives, (vi) otherwise act, alone or in concert with others, to seek to control or influence the management, Board of Directors or policies of the Company, (vii) disclose any intention, plan or arrangement inconsistent with the foregoing, or (viii) advise, assist or encourage any other persons in connection with any of the foregoing.

(b)          Each of the Shareholders also agree during such period not to (x) request, directly or indirectly, that any party hereto amend or waive any provision of this Section 2 (including this sentence), (y) take any action which could reasonably be expected to require the Company or any of its affiliates to make a public announcement regarding this Agreement or the possibility of a merger, consolidation, business combination or other similar transaction, including, without limitation the Transaction, or (z) without the prior consent of the Company and Scorpio, communicate with the Company's shareholders regarding the subject matter of this Agreement.

3.            Ownership of Securities .  The Shareholders each represents and warrants that as of the date hereof, such person beneficially owns the number of common shares of the Company set forth next to its name on the signature page hereto.

4.            Specific Performance .  The Parties  acknowledge that money damages would not be a sufficient remedy for any breach of this Agreement and consent to a court of competent jurisdiction entering an order finding that the non-breaching party has been irreparably harmed as a result of any such breach and to the granting of injunctive relief without proof of actual damages as a remedy for any such breach, and the Parties  further waive any requirement for the securing or posting of any bond in connection with any such remedy ; provided, however , that neither Party shall be liable for the other Party's consequential losses and damages resulting from any breach of this Agreement.  Such remedies shall not be deemed to be the exclusive remedies for a breach by you of this Agreement but shall be in addition to all other remedies available at law or equity to the Parties hereto.  In the event of litigation relating to this Agreement, if a court of competent jurisdiction determines in a final non-appealable order that either Party has breached this Agreement, then the breaching Party will reimburse the non-breaching Party for the reasonable legal fees and expenses incurred by the non-breaching Party in connection with enforcing its rights hereunder, including any appeal therefrom.

5.            Governing Law; Jurisdiction; Waiver of Jury Trial .  This Agreement and all disputes or controversies arising out of or related to this Agreement shall be governed by, and construed in accordance, with the internal laws of the State of New York, without reference to its conflicts of law principles.

6.            Miscellaneous .

(a)            No provision in this Agreement can be amended except by the written consent of each of the Parties. Any attempted waiver or modification in violation of this provision shall be void.

(b)            It is understood and agreed that no failure or delay by either Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or future exercise thereof or the exercise of any other right, power or privilege hereunder.

(c)            The provisions of this Agreement shall be severable in the event that any of the provisions hereof are held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, and the remaining provisions shall remain enforceable to the fullest extent permitted by law.

(d)            This Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed original, and all such counterparts shall together constitute one and the same instrument.

(e)            This Agreement and the rights and obligations herein may not be assigned or otherwise transferred, in whole or in part, by either Party without the prior express written consent of the other Party.

(f)            The contents of this Agreement and the identity of Scorpio as being the counterparty to this Agreement are strictly confidential and shall not be disclosed by either Party to any person (except the Parties' Representatives, who need to know for the purposes of the Transaction, and any relevant regulatory body including, but not limited, to the SEC and the New York Stock Exchange) without the prior express written consent of the other Party.

7.           Term .   This Agreement shall terminate on (x) the execution of definitive documentation regarding the Transaction or (y) two (2) years from the date of this Agreement whichever occurs earlier; provided , however , that such termination shall not relieve either Party from liability with respect to any breaches of this Agreement prior to such termination.

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IN WITNESS WHEREOF , this Agreement has been executed by all Parties as of the date first above written.